#London #United Kingdom #Windward #Octopus UK Bidco #FTV VIII

Strategic Acquisition Announcement

On December 24, 2024, Octopus UK Bidco Limited, a newly formed subsidiary wholly owned by FTV VIII, L.P. and its affiliates, announced a significant cash acquisition proposal for Windward Ltd. This acquisition reflects a substantial valuation of approximately £216 million, providing Windward shareholders with a notable offer price of 215 pence per share.

Acquisition Overview

This move is poised to offer Windward shareholders a remarkable premium of around 47% on the latest closing price prior to this announcement. Additionally, the offer reflects a 92% increase over the six-month average price, showcasing the strategic intent behind the acquisition.

The Board of Windward has acknowledged the proposal as fair and is committed to advancing this acquisition process under the regulations outlined in Israeli Companies Law. The presentation of the offer is expected to streamline Windward's future growth in the evolving maritime sector, anchored by advanced analytics and data intelligence capabilities.

Rationale Behind the Acquisition

FTV VIII, L.P. has expressed confidence in Windward's business model and strong management team, highlighting its rapid expansion in recent years. The fund has been monitoring Windward's growth trajectory and views this acquisition as a means to propel the company's further development in maritime compliance and supply chain analytics.

Windward operates in an increasingly complex environment as global maritime trade expands and regulatory pressures increase. The acquisition will facilitate Windward's access to capital, thereby enhancing its operational capabilities and ability to innovate. Existing management has been tasked with executing this growth strategy, embracing AI technologies and expanding its market dominance within maritime analytics.

Support from Windward's Board

The independent directors of Windward, advised by Goldman Sachs Israel LLC, unanimously support this acquisition as being in the best interests of all stakeholders. This endorsement comes after thorough analyses suggested that the acquisition would bring enhanced resources and leverage for Windward's anticipated growth trajectory.

In addition to backing from the independent directors, the acquisition requires approval from Windward's audit committee, which has already indicated its agreement, pending shareholder consent. This collaborative endorsement underscores the board's commitment to aligning the company's strategic interests with shareholder value creation.

Approval Process and Expected Timeline

The acquisition proposal will be submitted for a vote at a forthcoming General Meeting. Windward's leadership aims to circulate comprehensive details to shareholders by January 10, 2025, outlining the proposal's merits and the steps required for approval. The acquisition will likely be finalized by the end of the first quarter in 2025, contingent upon obtaining the necessary shareholder nod.

Looking Forward

In summary, this acquisition signifies an important milestone for Windward Ltd. and its stakeholders, promising not just immediate financial rewards but also a strengthened position to capitalize on growth opportunities within the maritime sector. As both companies navigate this transition, anticipation for cultivated partnerships and enhanced market reach remains high.

For more information, stakeholders are encouraged to visit Windward's official website.

Conclusion

As the maritime industry undergoes transformation propelled by technology, Windward Ltd.'s acquisition by Octopus UK Bidco Limited is poised to usher in a new era of strategic innovation and expanded operational capabilities. This deal is expected to yield significant benefits for shareholders, customers, and employees alike, enhancing Windward's commitment to delivering comprehensive maritime analytics at scale.